Financial Regulatory Authority

FINANCIAL REGULATORY AUTHORITY

Chairman of the Authority

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Decision of the Board of Directors of the Financial Regulatory Authority

No. (149) of 2018 dated 13/9/2018

Regarding the Requirements and Conditions for Obtaining a License to Balance the Direct Investment Activity

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Board of Directors of the Financial Regulatory Authority

Having reviewed the Capital Market Law No. 95 of 1992 and its amendments, its executive regulations and amendments, and the decisions issued to implement them;

and the Law No. 10 of 2009 on regulating supervision over non-banking financial markets and instruments;

and the Statute of the Financial Regulatory Authority issued by Presidential Decision No. 192 of 2009;

and the Decision of the Minister of Investment and International Cooperation No. 113 of 2018;

and the Decision of the Board of Directors of the Authority No. 53 of 2018 regarding the controls for granting and maintaining licenses and the rules for tracking shares of companies operating in non-banking financial activities;

and the approval of the Board of Directors of the Authority in its meeting held on 13/9/2018.

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Decided

(Article One)

Requirements for Granting the License

• The issued and paid-up capital of the company shall not be less than (10) million Egyptian pounds.
• The company shall take the form of a limited partnership company for a fixed term.
• The share of the general partner (investment manager) shall not be less than half a percent (0.5%) of the share of the limited partners in the capital.
• The company's capital shall be offered specifically to qualified investors, including individuals, legal entities, financial institutions, and Egyptian, non-Egyptian, Arab, and international investment banks.
• The company shall be managed by the general partner or general partners (investment manager), as applicable.
• The responsible manager {the partner or general partners} in companies licensed for the direct investment activity must have at least five years of experience in financing, securities markets, and financial institution management, which may be reduced to four years for those who successfully complete training courses in securities markets approved by the Authority.
• The company manager must have at least four years of experience in financing, securities markets, and financial institution management, which may be reduced to three years for those who successfully complete training courses in securities markets approved by the Authority.
• Evidence confirming that no criminal judgments or bankruptcy rulings have been issued against the shareholders or responsible managers.
• Equipping the company's premises with the necessary devices and equipment to undertake the activity.
• The issuance and increase of the issued capital shall be by successive decisions, taking into account the volume of investments implemented by the company.
• Evidence confirming the payment of a fee of (10,000) pounds as a licensing fee for each activity.
• Evidence confirming the payment of an amount of (500) pounds for annual services.
• Evidence confirming the deposit of an insurance value of at least (25,000) pounds, in accordance with the provisions of the Board of Directors of the Authority Decision No. (102) of 2008 issued on this matter.

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(Article Two)

The general partner (investment manager), whether a legal or natural person, is prohibited from carrying out the following operations:

• Obtaining for himself, his manager, or his employees any profit or advantage from the operations he conducts.
• Having any type of interest in companies whose securities or shares he trades on behalf of the company he manages.
• Submitting or publishing inaccurate or incomplete data or information, or withholding important information or data.
• Conducting or failing to conduct operations with the aim of increasing brokerage commissions or other expenses and fees.

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(Article Three)

Registration Data

A special register shall be established with the Authority for registering companies licensed to balance the direct investment activity, and the registration shall include all data related to the company, specifically {date of approval for establishment - registration number and date in the commercial register - license number for the licensed activity - name of the responsible manager - address of the main center - licensed capital data - issued - paid - company branches - email address}.

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(Article Four)

The Authority shall issue a decision to approve or reject the registration of companies in the designated register according to market needs and geographical distribution.

The competent department within the Authority shall issue a certificate of the company's registration in the register designated for this purpose within five working days from the date of the Chairman's approval.

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(Article Five)

This decision shall be published in the Egyptian Gazette and on the Authority's website, and shall take effect from the day following its publication in the Egyptian Gazette.

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Chairman of the Board of Directors of the Authority
Dr. Mohamed Omran

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Smart Village, Building no. B-136, Giza
Postal Code: 12577
Tel.: (00202) 35345350 - Fax.: (00202) 35370036
www.FRA.gov.eg

Smart Village, Building 136, B, Giza, Egypt
Postal Code: 12577
Telephone: +202 35345350 - Fax: +202 35370036
info@fra.gov.eg

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Information Memorandum

Regarding

Direct Investment Company

In accordance with the Board of Directors of the Authority Decision No. {113} of 2018

• Company Name:
• Legal Form:
• Applicable Law:
• Commercial Register Number:
• Registration Date:

Capital:

| Licensed Capital: | | | Issued Capital: | | | Paid-up Capital: | | | Number of Shares: | | | Share Value: | | | General Partner's Share: | |

Activities Requiring Licensing:

• Direct Investment Activity.
• Venture Capital Activity.

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Statement

Statement	Company Status
Investment Ratios:
Investment Fields:
Maximum Investment Percentage in a Single Company:
Circumstances Under Which Majority Shares in One or More Companies May Be Acquired:
Permission to Exceed the Investment Percentage in a Single Company at the Beginning of Investment:

Responsible Manager

• Name:
• Signature:

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Financial Regulatory Authority
Office of the Chairman of the Authority
47076